IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, THE SEBI (LODR) REGULATIONS, 2015 AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY BOTH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) AND INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI), THE NOMINATION AND REMUNERATION COMMITTEE (NRC) OF THE BOARD OF DIRECTORS OF THE COMPANY HAS CARRIED OUT A FORMAL ANNUAL EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES AND ALL THE INDIVIDUAL DIRECTORS. FURTHER, THE BOARD OF DIRECTORS HAVE ALSO CARRIED OUT THE EVALUATION OF THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND ALL THE INDIVIDUAL DIRECTORS INCLUDING EXECUTIVE DIRECTORS, NON-EXECUTIVE DIRECTORS, INDEPENDENT DIRECTORS, NON-INDEPENDENT DIRECTORS AS WELL AS THE CHAIRPERSON OF THE COMPANY. THE NRC HAS DEFINED THE EVALUATION FRAMEWORK BASED ON THE AFOREMENTIONED STATUTORY PROVISIONS AND GUIDANCE NOTES. THE FRAMEWORK INCLUDED DIFFERENT TOOLS SUCH AS PEER TO PEER EVALUATION FORMS AND QUESTIONNAIRES, COVERING VARIOUS INFORMATION OR CRITERIA REQUIRED TO HAVE THE EVALUATION. THE BOARD, NRC AND ALL THE INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS PERFORMED THEIR PART IN THE EVALUATION PROCEDURE. THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE WAS BASED ON THE VARIOUS CRITERIA, INTER ALIA, STRUCTURE OF THE BOARD, COMPOSITION AND ROLE CLARITY, MEETINGS OF THE BOARD, CIRCULATION OF AGENDA OF THE MEETINGS, RECORDING OF MINUTES, FUNCTIONS OF THE BOARD, QUALITY OF RELATIONSHIP BETWEEN BOARD AND MANAGEMENT, PROFESSIONAL DEVELOPMENT, EFFECTIVENESS OF BOARD PROCESSES, ETC. THE PERFORMANCE EVALUATION OF THE COMMITTEES OF THE BOARD WAS BASED ON THE VARIOUS CRITERIA, INTER ALIA, MANDATE AND COMPOSITION, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE, CONTRIBUTION TO DECISIONS OF THE BOARD, DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, DISCHARGE OF ITS FUNCTIONS AND DUTIES AS PER ITS TERMS OF REFERENCE, PROCESS AND PROCEDURES FOLLOWED FOR EFFECTIVELY DISCHARGING ITS FUNCTIONS. THE BOARD AND THE NRC OF THE COMPANY EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) BASED ON CRITERIA SUCH AS QUALIFICATIONS, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, LEADERSHIP, INTEGRITY INCLUDING ADHERENCE TO CODE OF CONDUCT AND CODE OF INDEPENDENT DIRECTORS OF THE COMPANY, SAFEGUARDING OF THE CONFIDENTIAL INFORMATION AND OF INTEREST OF WHISTLE BLOWERS UNDER VIGIL MECHANISM, COMPLIANCE WITH POLICIES AND DISCLOSURES OF INTEREST AND FULFILLMENT OF OTHER OBLIGATIONS IMPOSED BY THE LAW, CONTRIBUTION AND INITIATIVE, AVAILABILITY, ATTENDANCE, PARTICIPATION AND ABILITY TO FUNCTION AS A TEAM, COMMITMENT, INDEPENDENCE, INDEPENDENT VIEWS AND JUDGEMENT AND GUIDANCE/SUPPORT TO MANAGEMENT OUTSIDE BOARD, ETC. LASTLY, THE PERFORMANCE EVALUATION OF THE CHAIRPERSON OF THE COMPANY WAS BASED ON CRITERIA SPECIFIED FOR INDIVIDUAL DIRECTORS ALONG WITH ADDITIONAL CRITERIA SUCH AS EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, MANAGING RELATIONSHIP WITH THE MEMBERS OF THE BOARD AND MANAGEMENT, RELATIONSHIP AND COMMUNICATION WITHIN THE BOARD, PROVIDING EASE OF RAISING OF ISSUES AND CONCERNS BY THE BOARD MEMBERS, PROMOTING CONSTRUCTIVE DEBATE AND EFFECTIVE DECISION MAKING AT THE BOARD, PERSONAL ATTRIBUTES I.E. INTEGRITY, HONESTY, KNOWLEDGE, ETC. IN ADDITION TO THE ABOVE, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS (“ANNUAL ID MEETING”) WAS CONVENED ON 30.03.2024, IN WHICH THE INDEPENDENT DIRECTORS OF THE COMPANY REVIEWED THE PERFORMANCE OF THE BOARD (AS A WHOLE), THE NON-INDEPENDENT DIRECTORS AND THE CHAIRPERSON OF THE COMPANY. |